exv4w14






Exhibit 4.14




THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF
THE WARRANTS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.




Beacon Enterprise Solutions Group, Inc.




STOCK PURCHASE WARRANT



			
	 	 	 
	Warrant No.
	 	Dated:






     Beacon Enterprise Solutions Group, Inc., a Nevada corporation (the “Company”), hereby
certifies that, for value received, [INVESTOR NAME] or his registered assigns (the “Holder”), is
entitled to purchase from the Company up to a total of [NO. SHARES] shares of common stock, $0.001
par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and
all such shares issuable under the warrants, the “Warrant Shares”) at an exercise price equal to
$1.00 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at
any time and from the date hereof and through and including the date that is five (5) years from
the date of issuance hereof (the “Expiration Date”), and subject to the following terms and
conditions. All such warrants are referred to herein, collectively, as the “Warrants” and the
holders thereof along with the Holder named herein, the “Holders.”



     1. Definitions. In addition to the terms defined elsewhere in this Warrant,
capitalized terms that are not otherwise defined herein have the meanings given to such terms in
the Purchase Agreement.



     2. Registration of Warrant. The Company shall register this Warrant, upon records to
be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder hereof from time to time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.



     3. Registration of Transfers. The Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of
Assignment attached hereto duly completed and signed, to the Company’s transfer agent or to the
Company at its address specified herein. Upon any such registration or transfer, a new



 









 




warrant to purchase Common Stock, in substantially the form of this Warrant (any such new
warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to
the transferee and a New Warrant evidencing the remaining portion of this Warrant not so
transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant
by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights
and obligations of a holder of a Warrant.




     4. Exercise and Duration of Warrants.



          (a) This Warrant shall be exercisable by the registered Holder at any time and from time to
time on or after the date hereof to and including the Expiration Date. At 6:30 P.M., New York City
time on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and
become void and of no value.




          (b) A Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in
the form attached hereto (the “Exercise Notice”), appropriately completed and duly signed, and (ii)
payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice
only if a “cashless exercise” may occur at such time pursuant to Section 10 below), and the date
such items are delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have
the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.




          (c) Exercise Disputes. In the case of any dispute with respect to the number of
shares to be issued upon exercise of this Warrant, the Company shall promptly issue such number of
shares of Common Stock that is not disputed and shall submit the disputed determinations or
arithmetic calculations to the Holder via fax (or, it the Holder has not provided the Company with
a fax number, by overnight courier) within two (2) Business Days of receipt of the Holder’s
election to purchase Warrant Shares. If the Holder and the Company are unable to agree as to the
determination of the Purchase Price within two (2) Business Days of such disputed determination or
arithmetic calculation being submitted to the Holder, then the Company shall in accordance with
this Section, submit via facsimile the disputed determination to an independent reputable
accounting firm of national standing, selected jointly by the Company and the Holder. The Company
shall cause such accounting firm to perform the determinations or calculations and notify the
Company and the Holder of the results as promptly as possible from the time it receives the
disputed determinations of calculations. Such accounting firm’s determination shall be binding
upon all parties absent manifest error. The Company shall then on the next Business Day issue
certificate(s) representing the appropriate number of Warrant Shares of Common Stock in accordance
with such accounting firm’s determination and this Section. The prevailing party shall be entitled
to reimbursement of all fees and expenses of such determination and calculation.




     5. Delivery of Warrant Shares.



2









 





          (a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than five
Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or
upon the written order of the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares to which the Holder is entitled upon such exercise, free of
restrictive legends unless a registration statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder is not then effective and the Warrant Shares
are not freely transferable pursuant to Rule 144 under the Securities Act of 1933, as amended. The
Company shall, upon request of the Holder, use its best efforts to deliver Warrant Shares hereunder
electronically through the Depository Trust Corporation or another established clearing corporation
performing similar functions. For the purposes hereof, the term “Trading Day” means (a) any day on
which the Common Stock is listed or quoted and traded on its primary trading market, (b) if the
Common Stock is not then listed or quoted and traded on any trading market, then a day on which
trading occurs on the Nasdaq Global Market (or any successor thereto), or (c) if trading ceases to
occur on the Nasdaq Global Market (or any successor thereto), any Business Day.




          (b) This Warrant is exercisable, either in its entirety or, from time to time, for a portion
of the number of Warrant Shares. Upon surrender of this Warrant following one or more partial
exercises, the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing
the right to purchase the remaining number of Warrant Shares.




          (c) Intentionally Omitted.




          (d) The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms
hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of law by the Holder
or any other Person, and irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law
or in equity including, without limitation, a decree of specific performance and/or injunctive
relief with respect to the Company’s failure to timely deliver certificates representing shares of
Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.




     6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of
Common Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue
or transfer tax, withholding tax, transfer agent fee or other incidental tax or expense in respect
of the issuance of such certificates, all of which taxes and expenses shall be paid by the Company;
provided, however, that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the registration of any certificates for Warrant Shares or
Warrants in a name other than that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.



3









 






     7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon
cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and
customary and reasonable bond or indemnity, if requested. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations and procedures and pay such
other reasonable third-party costs as the Company may prescribe.



     8. Reservation of Warrant Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued and otherwise
unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon
exercise of this Warrant as herein provided, 100% of the number of Warrant Shares which are then
issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or
any other contingent purchase rights of persons other than the Holder (after giving effect to the
adjustments and restrictions of Section 9, if any). The Company covenants that all Warrant
Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise
Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid
and nonassessable. The Company will take all such action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.



     9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set forth in this
Section 9.



          (a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of
Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of Common Stock
outstanding immediately before such event and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the
effective date of such subdivision or combination.




          (b) Distributions Made Prior to Exercise. If the Company, at any time while this
Warrant is outstanding, distributes to all of the holders of Common Stock (i) evidences of its
indebtedness, (ii) any security (other than a distribution of Common Stock covered by Section
9(a)), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset
(in each case, a “Distribution”), then in each such case any Exercise Price in effect immediately
prior to the close of business on the record date fixed for the determination of holders of Common
Stock entitled to receive the Distribution shall be reduced, effective as of the close of business
on such record date, to a price determined by multiplying such Exercise Price by a






4









 








fraction of which (i) the numerator shall be the Weighted Average Price1 of the
Common Stock on the Trading Day immediately preceding such record date minus the value of the
Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one
share of Common Stock, and (ii) the denominator shall be the Weighted Average Price of the Common
Stock on the Trading Day immediately preceding such record date.




          (c) Notwithstanding the provisions set forth in Section 9(b) above, if the Company, at
any time while this Warrant is outstanding, makes a Distribution to the holders of Common Stock,
then in each such case the Holder shall have the option to receive such Distribution which would
have been made to the Holder had such Holder been the holder of such Warrant Shares on the record
date for the determination of stockholders entitled to such Distribution; provided, however, if the
Holder elects to receive such Distribution, it will not be entitled to receive the adjustment to
the Exercise Price specified in clause (b) above.




          (d) Fundamental Transactions. If, at any time during the term of this Warrant, (i)
the Company effects any merger or consolidation of the Company with or into (whether or not the
Company is the surviving corporation) another Person, (ii) the Company effects any sale,
assignment, transfer, conveyance or other disposition of all or substantially all of its assets in
one or a series of related transactions; provided, however, that for avoidance of doubt, the
granting of a lien on all or substantially all of the Company’s assets as collateral shall not be
deemed a Fundamental Transaction hereunder, (iii) allow another Person to make a purchase, tender
or exchange offer that is accepted by the holders of more than the 50% of either the outstanding
shares of Common Stock (not including any shares of Common Stock held by the Person or Persons
making or party to, or associated or affiliated with the Persons making or party to, such purchase,
tender or exchange offer), (iv) consummate a stock purchase agreement or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person whereby such other Person acquires more than the 50% of the
outstanding shares of Common Stock (not including any shares of Common Stock held by the other
Person or other Persons making or party to, or associated or affiliated with the other Persons
making or party to, such stock purchase agreement or other business combination), or (v) the
Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of Common Stock covered
by Section 9(a) above) (in any such case, a “Fundamental Transaction”), then the Holder
shall have the right thereafter to receive, upon






 




			
	1	 	“Weighted Average Price” means, for any
security as of any date, the dollar volume-weighted average price for such
security on NASDAQ during the period beginning at 9:30:01 a.m., New York Time
(or such other time as NASDAQ publicly announces is the official open of
trading), and ending at 4:00:00 p.m., New York Time (or such other time as
NASDAQ publicly announces is the official close of trading) as reported by
Bloomberg (means Bloomberg Financial Markets) through its “Volume at Price”
functions, or, if the foregoing does not apply, the dollar volume-weighted
average price of such security in the over-the-counter market on the electronic
bulletin board for such security during the period beginning at 9:30:01 a.m.,
New York Time (or such other time as such Principal Market publicly announces
is the official open of trading), and ending at 4:00:00 p.m., New York Time (or
such other time as such market publicly announces is the official close of
trading) as reported by Bloomberg, if no dollar volume-weighted average price
is reported for such security by Bloomberg for such hours, the average of the
highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported in the “pink sheets” by Pink Sheets LLC
(formerly the National Quotation Bureau, Inc.). If the Weighted Average Price
cannot be calculated for a security on a particular date on any of the
foregoing bases, the Weighted Average Price of such security on such date shall
be the fair market value as mutually determined by the Company in good faith.
All such determinations shall be appropriately adjusted for any share dividend,
share split, share combination or other similar transaction during the
applicable calculation period.




5









 










exercise of this Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the “Alternate Consideration”). The aggregate
Exercise Price for this Warrant will not be affected by any such Fundamental Transaction, but the
Company shall apportion such aggregate Exercise Price among the Alternate Consideration in a
reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or
property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following
such Fundamental Transaction. At the Holder’s request, any successor to the Company or surviving
entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the
foregoing provisions and evidencing the Holder’s right to purchase the Alternate Consideration for
the aggregate Exercise Price upon exercise thereof. The terms of any agreement pursuant to which a
Fundamental Transaction is effected shall include terms requiring any such successor or surviving
entity to comply with the provisions of this paragraph (d) and insuring that the Warrant (or any
such replacement security) will be similarly adjusted upon any subsequent transaction analogous to
a Fundamental Transaction.




          (e) Weighted Average Anti-Dilution Price Protection. The Exercise Price of Warrant
Shares (or any shares of stock or other securities which may be) issuable upon the exercise of this
Warrant shall be subject to adjustment from time to time, as follows:





     (1) “New Securities” shall mean any Common Stock or preferred stock of Company issued
during the term of this Warrant, whether now authorized or not, and rights, options or
warrants to purchase said Common Stock or preferred stock, and securities of any type
whatsoever that are, or may become, convertible into said Common Stock or preferred stock
(including but not limited to convertible debt or any other instrument exercisable for or
convertible into Common Stock); provided, however, that “New Securities” does not include
(i) any securities issued or issuable pursuant to any of the notes, options, warrants or
other securities outstanding as of the date of the closing of the offering pursuant to the
Purchase Agreement, including all Warrants; (ii) the issuance or sale of any shares of
capital stock, or the grant of options exercisable therefor, issued or issuable after the
date of this Warrant, to directors, officers, employees, advisers and consultants of the
Company or any subsidiary pursuant to any incentive or non-qualified stock option plan or
agreement, stock purchase plan or agreement, stock restriction agreement or restricted stock
plan, employee stock ownership plan (ESOP), consulting agreement, stock appreciation right
(SAR), stock depreciation right (SDR), bonus stock arrangement, or such other similar
compensatory options, issuances, arrangements, agreements or plans approved by the Board of
Directors of the Company; (iii) upon the issuance of any shares of capital stock or the
grant of warrants or options (or the exercise thereof) as consideration for mergers,
acquisitions, strategic alliances and other commercial transactions, other than in
connection with a financing transaction or (iv) shares of Company’s Common Stock issued in
connection with any stock split, stock dividend, or recapitalization by Company.



6









 







     (2) In the event that Company issues New Securities for a consideration of less than
the Exercise Price (as adjusted per this Section 9 hereof), or if the Exercise Price
shall have been adjusted hereunder, and the Company issues New Securities for a purchase
price below the adjusted Exercise Price, then the then-current Exercise Price shall be
adjusted downward to a price determined by dividing




     i. the sum of (w) the Exercise Price in effect before the issuance of such New
Securities multiplied by the number of shares of the Company’s Common Stock then
issued and outstanding and (x) the consideration, if any, received by or deemed to
have been received by the Company on the issue of such New Securities by:




     ii. the sum of (y) the number of shares of the Company’s Common Stock then
issued and outstanding immediately prior to the issuance of such New Securities and
(z) the number of Additional Shares of Common Stock issued or deemed to have been
issued in the issuance of such New Securities.




     (3) In the case of the issuance of Common Stock for cash, the consideration shall be
deemed to be the amount of cash paid.




     (4) In the case of the issuance of Common Stock for a consideration in whole or in part
other than cash, the consideration other than cash shall be deemed to be the fair value
thereof as reasonably determined by the Company’s board of directors consistent with its
fiduciary duties irrespective of any accounting treatment.




     (5) The Company will not by reorganization, transfer of assets, consolidation, merger,
dissolution, or otherwise, avoid or seek to avoid observance or performance of any of the
terms of this Section 9,
 but will at all times in good faith assist in the carrying
out and performance of all provisions of this Section 9 in order to protect the
rights of the Holder against impairment.



          (f) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section, the number of Warrant Shares that may be purchased
upon exercise of this Warrant shall be increased or decreased proportionately, as applicable, so
that after such adjustment the aggregate Exercise Price payable hereunder for the increased or
decreased, as applicable, number of Warrant Shares shall be the same as the aggregate Exercise
Price in effect immediately prior to such adjustment.




          (g) Calculations. All calculations under this Section 9 shall be made to the
nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common
Stock outstanding at any given time shall not include shares owned or held by or for the account of
the Company, and the disposition of any such shares shall be considered an issue or sale of Common
Stock.




          (h) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this
Section 9, the Company at its expense will promptly compute such adjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such adjustment, including a
statement of the adjusted Exercise Price and adjusted number or type of Warrant





7












 




Shares or other securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts upon which such
adjustment is based. Upon written request, the Company will promptly deliver a copy of each such
certificate to the Holder and to the Company’s Transfer Agent.




          (i) Notice of Corporate Events. If the Company (i) declares a dividend or any other
distribution of cash, securities or other property in respect of its Common Stock, including
without limitation any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any Subsidiary, (ii) authorizes or approves, enters into any agreement
contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes
the voluntary dissolution, liquidation or winding up of the affairs of the Company, then the
Company shall deliver to the Holder a notice describing the material terms and conditions of such
transaction, at least ten calendar days prior to the applicable record or effective date on which a
Person would need to hold Common Stock in order to participate in or vote with respect to such
transaction, and the Company will take all steps reasonably necessary in order to insure that the
Holder is given the practical opportunity to exercise this Warrant prior to such time so as to
participate in or vote with respect to such transaction; provided, however, that the failure to
deliver such notice or any defect therein shall not affect the validity of the corporate action
required to be described in such notice.




     10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately
available funds (a “cash exercise”); provided, however, that if at any time after the date that is
six (6) months after the date of this Warrant (the “Required Effective Date”) a Registration
Statement covering the resale of the Warrant Shares is not effective on the Exercise Date, or no
current prospectus under such Registration Statement is available, the Holder may satisfy its
obligation to pay the Exercise Price through a “cashless exercise,” in which event the Company
shall issue to the Holder the number of Warrant Shares determined as follows:



	 	 	 
	 

	 	X = Y [(A-B)/A]
	 
	     where:
	 	 
	 
	 

	 	X = the number of Warrant Shares to be issued to the Holder.
	 
	 	 
	 

	 	Y = the number of Warrant Shares with respect to which this Warrant
is being exercised (prior to cashless exercise).
	 
	 	 
	 

	 	A = the average of the Closing Prices for the five Trading Days
immediately prior to (but not including) the Exercise Date.
	 
	 	 
	 

	 	B = the Exercise Price.






          For purposes of this Section 10, “Closing Prices” for any date, shall mean the closing price
per share of the Common Stock for such date (or the nearest preceding date) on the primary trading
market on which the Common Stock is then listed or quoted.




          For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be deemed to
have been acquired by the Holder, and the holding period for the Warrant






8









 








Shares shall be deemed to have commenced, on the date this Warrant was originally issued
pursuant to the Purchase Agreement.




     11. Limitation on Exercise.2 Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by the Holder upon any
exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary
to insure that, following such exercise (or other issuance), the total number of shares of Common
Stock then beneficially owned by such Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section
13(d) of the Exchange Act, does not exceed 4.999% (the “Maximum Percentage”) of the total number of
issued and outstanding shares of Common Stock (including for such purpose the shares of Common
Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. The Company’s obligation to issue shares of Common Stock in excess of the limitation
referred to in this Section shall be suspended (and shall not terminate or expire notwithstanding
any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be
issued in compliance with such limitation, but in no event later than the Expiration Date. By
written notice to the Company, the Holder may waive the provisions of this Section or increase or
decrease the Maximum Percentage to any other percentage specified in such notice, but (i) any such
waiver or increase will not be effective until the 61st day after such notice is delivered to the
Company, and (ii) any such waiver or increase or decrease will apply only to the Holder and not to
any other holder of Warrants.



     12. Fractional Shares. The Company shall not be required to issue or cause to be
issued fractional Warrant Shares on the exercise of this Warrant. If any fraction of a Warrant
Share would, except for the provisions of this Section, be issuable upon exercise of this Warrant,
the number of Warrant Shares to be issued will be rounded up to the nearest whole share.



     13. Notices. Any and all notices or other communications or deliveries hereunder
(including without limitation any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in the Purchase Agreement prior to 6:30
p.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in the Purchase Agreement on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. The address for such notices or communications shall be as
set forth in the Purchase Agreement.



     14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon
30 days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into
which the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent





 




			
	2	 	This provision is available for Investors, and the percentage may be modified at the Investor’s request.




9









 










shall be a party shall be a successor warrant agent under this Warrant without any further
act. Any such successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register.




     15. Registration of Warrant Shares. The Warrant Shares shall be entitled to
“piggy-back” registration rights as set forth in the Registration Rights Agreement.



     16. Miscellaneous.



          (a) Subject to the restrictions on transfer set forth on the first page hereof, this Warrant
may be assigned by the Holder. This Warrant may not be assigned by the Company, except to a
successor in the event of a Fundamental Transaction. This Warrant shall be binding on and inure to
the benefit of the parties hereto and their respective successors and assigns. Subject to the
preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the
Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.




          (b) The Company will not, by amendment of its governing documents or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, seek to call or redeem this Warrant or avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Holder against dilution or other
impairment. Without limiting the generality of the foregoing, the Company (i) will not increase
the par value of any Warrant Shares above the amount payable therefor on such exercise, (ii) will
take all such action as may be reasonably necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares, free from all taxes, liens,
security interests, encumbrances, preemptive or similar rights and charges of stockholders (other
than those imposed by the Holders), on the exercise of the Warrant, and (iii) will not close its
stockholder books or records in any manner which interferes with the timely exercise of this
Warrant.




          (c) Remedies; Specific Performance. The Company acknowledges and agrees that there
would be no adequate remedy at law to the Holder of this Warrant in the event of any default or
threatened default by the Company in the performance of or compliance with any of the terms of this
Warrant and accordingly, the Company agrees that, in addition to any other remedy to which the
Holder may be entitled at law or in equity, the Holder shall be entitled to seek to compel specific
performance of the obligations of the Company under this Warrant, without the posting of any bond,
in accordance with the terms and conditions of this Warrant in any court of the United States or
any State thereof having jurisdiction, and if any action should be brought in equity to enforce any
of the provisions of this Warrant, the Company shall not raise the defense that there is an
adequate remedy at law. Except as otherwise provided by law, a delay or omission by the Holder
hereof in exercising any right or remedy accruing upon any such breach shall not impair the right
or remedy or constitute a waiver of or acquiescence in any such breach. No remedy shall be
exclusive of any other remedy. All available remedies shall be cumulative.







10









 










          (d) Amendments and Waivers. The Company may, without the consent of the Holders, by
supplemental agreement or otherwise, (i) make any changes or corrections in this Agreement that are
required to cure any ambiguity or to correct or supplement any provision herein which may be
defective or inconsistent with any other provision herein or (ii) add to the covenants and
agreements of the Company for the benefit of the Holders (including, without limitation, reduce the
Exercise Price or extend the Expiration Date), or surrender any rights or power reserved to or
conferred upon the Company in this Agreement; provided that, in the case of (i) or (ii), such
changes or corrections shall not adversely affect the interests of Holders of then outstanding
Warrants in any material respect. This Warrant may also be amended or waived with the consent of
the Company and the Holder. Further, the Company may, with the consent, in writing or at a
meeting, of the Holders (the “Required Holders”) of the then outstanding Warrants exercisable for a
majority or greater of the Common Stock eligible under such Warrants, amend in any way, by
supplemental agreement or otherwise, this Warrant and/or all of the outstanding Warrants; provided,
however, that (i) no such amendment by its express terms shall adversely affect any Holder
differently than it affects all other Holders, unless such Holder consents thereto, and (ii) no
such amendment concerning the number of Warrant Shares or Exercise Price shall be made unless any
Holder who will be affected by such amendment consents thereto. If a new warrant agent is
appointed by the Company, it shall at the request of the Company, and without need of independent
inquiry as to whether such supplemental agreement is permitted by the terms of this 

Section
16(d), join with the Company in the execution and delivery of any such supplemental agreements,
but shall not be required to join in such execution and delivery for such supplemental agreement to
become effective.




          (e) GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. THE CORPORATE LAWS OF THE STATE OF
NEW YORK SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS
STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION
OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. THE COMPANY AND HOLDERS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE
ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY HOLDER HEREUNDER, IN CONNECTION HEREWITH
OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVE, AND
AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY HOLDER, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH
PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS WARRANT AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY






11









 







LAW. THE COMPANY AND HOLDERS HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.




          (f) The headings herein are for convenience only, do not constitute a part of this Warrant and
shall not be deemed to limit or affect any of the provisions hereof.




          (g) In case any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining terms and provisions
of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially
reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Warrant.








12









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above.



	 	 	 	 	 
	 	 	BEACON ENTERPRISE SOLUTIONS GROUP, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Bruce Widener
	 

	 	 	 	 
	 

	 	Name:
	 	Bruce Widener
	 

	 	Title:
	 	Chief Executive Officer







13











 





FORM OF EXERCISE NOTICE




(To be executed by the Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)



To: COMPANY NAME



The undersigned is the Holder of Warrant No.                      (the “Warrant”) issued by Company Name, a
Nevada corporation (the “Company”). Capitalized terms used herein and not otherwise defined have
the respective meanings set forth in the Warrant.





	 	(a)	 	The Warrant is currently exercisable to purchase a total of                      Warrant Shares.






	 	(b)	 	The undersigned Holder hereby exercises its right to purchase                     
Warrant Shares pursuant to the Warrant.






	 	(c)	 	The Holder shall make Payment of the Exercise Price as follows (check one):




____ “Cash Exercise” under Section 10

____ “Cashless Exercise” under Section 10





	 	(d)	 	If the holder is making a Cash Exercise, the holder shall pay the sum of
$                     to the Company in accordance with the terms of the Warrant.
	 
	 	(e)	 	Pursuant to this exercise, the Company shall deliver to the holder
                     Warrant Shares in accordance with the terms of the Warrant.
	 
	 	(f)	 	Following this exercise, the Warrant shall be exercisable to purchase a total
of                      Warrant Shares.
	 
	 	(g)	 	Notwithstanding anything to the contrary contained herein, this Exercise Notice
shall constitute a representation by the Holder that, after giving effect to the
exercise provided for in this Exercise Notice, the Holder (together with its
affiliates) will not have beneficial ownership (together with the beneficial ownership
of such Person’s affiliates) of a number of shares of Common Stock which exceeds the
Maximum Percentage of the total outstanding shares of Common Stock as determined
pursuant to the provisions of Section 11(a) of the Warrant.





	 	 	 	 	 	 	 	 	 
	Dated:                     ,      	 	Name of Holder:	 	 	 	 
	 

	 	 	 	 	 	 

(Print)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	(Signature must conform in all respects to name of holder as
specified on the face of the Warrant)



















 





FORM OF ASSIGNMENT




[To be completed and signed only upon transfer of Warrant]



     FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto                    
          
           
                    
the right represented by the within Warrant to purchase      
                
                 
   shares
of Common Stock of Company Name to which the within Warrant relates and appoints      
               
attorney to transfer said right on the books of Company Name with full power of substitution in the
premises.



Dated:             
        ,                
     




	 	 	 
	 

	 	 
	 

	 	(Signature must conform in all respects to name of
holder as specified on the face of the Warrant)
	 
	 	 
	 

	 	 
	 

	 	Address of Transferee
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





In the presence of: